Terms Of Use

THIS AGREEMENT GOVERNS YOUR USE OF THE CAPZOOL WEBSITE AND SERVICES

ACCEPTANCE OF TERMS

You agree to and are bound by the terms and conditions set forth below and in any

modified or additional terms that Capzool, Inc. ("Capzool") may publish from time to

time (collectively, the "Terms of Use"). If you do not agree to all of the terms and

conditions contained in the Terms of Use, do not access or use this Site.

Capzool may change these Terms of Use from time to time. Your continued access or

use of the Site constitutes your acceptance of such changes. Your access and use of

the Site will be subject to the current version of the Terms of Use, rules and guidelines

posted on the Site at the time of such use. Please regularly check the "Terms of Use"

link on the home page of capzool.com to view the then-current terms. If you breach any

of the Terms of Use, your license to access or use this Site shall automatically

terminate.

INTELLECTUAL PROPERTY

All materials (including the organization and presentation of such material) on this Web

site (the “Materials”) are the property of Capzool and its licensors and may be protected

by intellectual property laws including laws relating to copyrights, trade-marks, tradenames,

internet domain names, and other similar rights.

Unless you have entered into a separate agreement with Capzool, any other use of

these Materials without Capzool's written permission is prohibited.

The Materials may only be used and copied for your own, non-commercial, personal or

educational purposes, provided that the Materials are not modified and that copyright

and other intellectual property notices are not deleted. You may not create derivative

works from or otherwise exploit the Materials in any way.

You agree not to copy, republish, frame, link to, download, transmit, modify, adapt,

create derivative works based on, rent, lease, loan, sell, assign, distribute, display,

perform, license, sublicense or reverse engineer the Site or any Capzool Content. In

addition, you agree not to use any data mining, robots or similar data and/or image

gathering and extraction methods in connection with the Site or Capzool Content.

You may not remove any watermarks or copyright notices contained in the Capzool

Content.

TRADEMARKS

Capzool and any other product or service name or slogan contained in the Site are

trademarks of Capzool and its suppliers or licensors, and may not be copied, imitated or

used, in whole or in part, without the prior written permission of Capzool or the

applicable trademark holder. You may not use metatags or any other "hidden text"

utilizing "Capzool" or any other name, trademark or product or service name of Capzool

without our prior written permission. In addition, the look and feel of the Site, including

all page headers, custom graphics, button icons and scripts, is the service mark,

trademark and/or trade dress of Capzool and may not be copied, imitated or used, in

whole or in part, without our prior written permission. All other trademarks, registered

trademarks, product names and company names or logos mentioned in the Site are the

property of their respective owners. Reference to any products, services, processes or

other information, by trade name, trademark, manufacturer, supplier or otherwise does

not constitute or imply endorsement, sponsorship or recommendation thereof by us.

YOUR CONTENT

For any image, text, or any other content that you upload or post to the Site (“Your

Content”), including but not limited to the Site Services, you represent and warrant that:

(i) you have all necessary rights to submit Your Content to the Site Services and grant

the licenses set forth herein; (ii) Capzool will not need to obtain licenses from any third

party or pay royalties to any third party with respect to Your Content; (iii) Your Content

does not infringe any third party's rights, including intellectual property rights and privacy

rights; and (iv) Your Content complies with these Terms of Use and all applicable laws.

By uploading Your Content, you grant Capzool a limited, worldwide, non-exclusive,

royalty-free license and right to copy, transmit, distribute, publicly perform and display

(through all media now known or hereafter created), and make derivative works from

Your Content for the purpose of allowing you to edit and display Your Content using the

Site Services and archiving or preserving Your Content for disputes, legal proceedings,

or investigations. The above licenses will continue unless and until you remove Your

Content from the Site, in which case the licenses will terminate within a commercially

reasonable period of time. Notwithstanding the foregoing, the license for legal archival/

preservation purposes will continue indefinitely.

You may not upload or post any image, text, or other content that:

A. Infringes any third party's copyrights or other intellectual property rights or any right

of publicity or privacy;

B. Contains any pornographic, defamatory, or otherwise unlawful or immoral content.

C. Exploits minors;

D. Depicts unlawful or violent acts;

E. Depicts animal cruelty or violence towards animals;

F. Promotes fraudulent schemes or gives rise to a claim of deceptive advertising or

unfair competition; or

G. Violates any law, statute, or regulation.

THIRD PARTY SERVICES

A. External Sites. The Service may contain links to, or otherwise may allow You to

connect to and use certain third party products, services or software under

separate terms and conditions (collectively, “Third-party Services”) in conjunction

with Our Service. If You decide to access and use such Third-party Services, be

advised that Your use is governed solely by the terms and conditions of such

Third-party Services, and We do not endorse, are not responsible for, and make

no representations as to such Third-party Services, their content or the manner in

which they handle Your data. Capzool is not liable for any damage or loss caused

or alleged to be caused by or in connection with Your access or use of any such

Third-party Services, or Your reliance on the privacy practices or other policies of

such Third-party Services.

B. Integration. The Service may contain features that enable various Third-party

Services (such as social media services like Facebook and Twitter) to be directly

integrated into your Capzool account. To take advantage of these features, You

will be required to register for or log into such Third-party Services on their

respective websites. By enabling third party services within the Service, You are

allowing Capzool to pass Your log-in information to these Third-party Services for

this purpose.

BILLING, PLAN MODIFICATIONS AND

PAYMENTS

A. Billing and Payments. Unless otherwise agreed to in writing by Capzool, the

Service is made available on a pay-as-you-go basis and is charged at the start of

Your elected subscription term (generally monthly or annually). If You do not

provide Your credit card or other payment information to Capzool before the

expiration of any applicable free trial period, Your account will be suspended until

payment information and charge authorization are provided. You will be promptly

billed and, if applicable, any trial period will terminate. Thereafter, Your

subscription will renew automatically based on Your plan’s renewal cycle. The

Service provides an interface for the account owner to change credit card

information (e.g., upon card renewal).

B. Modifying Your Subscription. If You choose to upgrade Your plan or number of

users during Your elected subscription period, any incremental cost will be

prorated over the remaining term of the subscription period and charged to Your

account. Subsequently, You will be charged the adjusted rate on Your next billing

cycle. If your payments for the Service are made by credit card, your credit card

will be billed the prorated charge at the time your account is modified. Except as

provided in the ‘Disclaimer of Warranties and Liability’ section, regardless of Your

billing cycle, there are no refunds or credits for partial months of Service, plan

downgrades, or refunds for unused time if You close Your account before the end

of Your subscription period. Downgrading Your plan level may cause the loss of

content, features, or capacity of Your account and Capzool does not accept any

liability for such loss.

C. Authorization to Charge Your Credit Card. By becoming a subscriber of the

Service and submitting your credit card information to Capzool, you authorize

Capzool to store your payment card information and to charge the billing source

you have provided for your account according to the subscription plan you

selected until your account is terminated.

D. Overdue charges. If You fail to pay your subscription fee on time, or if Your credit

card payment information is entered in error or does not go through for

processing and You do not update payment information upon Our request, your

entire subscription may be suspended or cancelled. Even after your subscription

is suspended or cancelled, You will still have access to the Site, and you will be

able to access your account information to restore your access to the Service by

providing a proper billing source. Capzool reserves the right to remove such

settings from our servers with NO liability or notice to you.

E. Billing Privacy. Capzool uses a third-party intermediary to manage credit card

processing and this intermediary is not permitted to store, retain, or use Your

billing information except to process Your credit card information for Capzool. For

more information about Our billing practices and Your personal information

please visit Our Privacy Policy.

F. Taxes. Unless otherwise stated, Our charges do not include any taxes, levies,

duties or similar governmental assessments, including value-added, sales, use or

withholding taxes assessable by any local, state, provincial or foreign jurisdiction

(collectively “Taxes”). You are responsible for paying Taxes except those

assessable against Capzool based on its income. We will invoice You for such

Taxes if we believe we have a legal obligation to do so.

CURRENCY OF WEB SITE

Capzool updates the information on this Web site regularly. However, Capzool cannot

guarantee or accept any responsibility or liability for the accuracy, currency or

completeness of the information on this Web site. Capzool may revise, supplement or

delete information, services and/or the resources contained in the Web site and

reserves the right to make such changes without prior notification to past, current or

prospective visitors.

LINKED WEB SITES

This Web site may provide links to third party Web sites for your convenience only. The

inclusion of these links does not imply that Capzool monitors or endorses these Web

sites. Capzool does not accept any responsibility for such Web sites. Capzool shall not

be responsible or liable, directly or indirectly, for any damage or loss, caused or alleged

to be caused by or in connection with the use of or the reliance upon any information,

content, goods or services available on or through any third party Web sites or linked

resources.

INFRINGEMENT CLAIMS / DMCA NOTICES

If you believe that any Image or other material made available by Capzool infringes

upon any copyright that you own or control, you may notify Capzool in the manner set

forth in our DMCA Copyright Infringement Notice Policy.

RESTRICTION AND TERMINATION OF USE

Capzool may block, restrict, disable, suspend or terminate your access to all or part of

the Site, the Site Services, and/or Capzool Content at any time in Capzool’s discretion,

without prior notice or liability to you. Any conduct by you that, in Capzool’s sole

discretion, restricts or inhibits any other person or entity from using or enjoying the Site

or the Site Services is strictly prohibited and may result in the termination of your access

to the Site or the Site Services without further notice.

INTERNET SOFTWARE OR COMPUTER

VIRUSES

Due to technical difficulties with the Internet, Internet software or transmission problems

could produce inaccurate or incomplete copies of information contained on this Web

site. Computer viruses or other destructive programs may also be inadvertently

downloaded from this Web site.

Capzool shall not be responsible or liable for any software, computer viruses or other

destructive, harmful or disruptive files or programs that may infect or otherwise impact

your use of your computer equipment or other property on account of your access to,

use of, or browsing on this Web site or your downloading of any of the Materials from

this Web site. Capzool recommends that you install appropriate anti-virus or other

protective software.

DISCLAIMER OF WARRANTIES AND

LIABILITY

A. THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER

AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS

AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE

FULLEST EXTENT PERMITTED BY LAW, AND CAPZOOL EXPRESSLY

DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,

INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND

NON-INFRINGEMENT.

B. CAPZOOL DOES NOT REPRESENT OR WARRANT THAT THE SERVICE,

CONTENT OR MATERIALS FROM OR RELATED TO THE SERVICE ARE

ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT

THE SITE OR THE SERVICE, SERVERS, OR ANY PLATFORM APPLICATIONS

ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND

DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND

USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT

VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES

CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE

CONTAINING A FORM OR DOCUMENT IS DISCLAIMED. WITHOUT LIMITING

THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD

OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE

(INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SITE, THE

SOFTWARE, OR ANY PLATFORM APPLICATIONS AT YOUR OWN

DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE

FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE

OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND

THAT MAY RESULT.

C. YOU ACKNOWLEDGE THAT CAPZOOL DOES NOT WARRANT THAT

INFORMATION OR ADVICE OBTAINED BY YOU FROM CAPZOOL OR

THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT

EXPRESSLY STATED IN THESE TERMS. CAPZOOL DISCLAIMS ALL

LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR

ERRORS IN THE FUNCTIONING OF THE WEBSITE, EXCEPT AS

OTHERWISE EXPRESSLY SETFORTH HEREIN. FURTHERMORE, CAPZOOL

DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF

ACCESS, OR POOR USE CONDITIONS OF THE SERVICE DUE TO

INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET

SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET

NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT,

DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE

FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR

ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE

SERVICE OR ITS USE, LOSS OF PERSONAL CONTENT ON THE SITE, LOST

OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON. Under no

circumstances will Capzool be responsible for any loss or damage, including, but

not limited to personal injury or death, resulting from use of the Site or the

Service, or any interactions between users of the Site or the Service, whether

online or offline.

D. Capzool provides the platform for the Service. Capzool does not control or vet

user generated content for accuracy. Although We provide rules for user conduct

and postings, We do not control and We are not responsible for what users post,

transmit or share on or through the Site or any other website (even if such

content is published on or through the Site). Furthermore, we are not responsible

for any offensive, inappropriate, obscene, unlawful or otherwise objectionable

content You may encounter on the Site. Capzool is not responsible for the

conduct, whether online or offline, of any user of the Site or the Service. Further,

Capzool is not responsible or liable in any manner for any 3rd party applications,

software, viruses, etc. that are uploaded or posted on the Site, caused by users

of the Site, or that are related to the use of the Service by third parties, or caused

by any third parties’ use of the equipment or programming associated with or

utilized in the Site or the Service.

E. CAPZOOL CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC

RESULTS FROM USE OF THE SITE AND/OR THE SERVICE.

F. We do not monitor content published through the Service and We are not

responsible for content published through the Service. Notwithstanding the

foregoing, Capzool reserves the right to delete, move, or edit messages or

materials, including, but not limited to, advertisements, public postings, and

messages, that we, in our sole discretion, deem necessary to be removed.

G. Without limiting the foregoing, Capzool makes no warranty that: (i) the Site will

meet your requirements; (ii) access to the Site will be uninterrupted; (iii) the

quality of the Site will meet your expectations; and (iv) any errors or defects in

the site, services or materials will be corrected. Capzool makes no

representations or warranties that the Site Services will be permitted in your

jurisdiction, that the Site Services or your use of the Site Services will be

uninterrupted or error-free, that any of Your Content submitted by you will be

available through the Site Services or will be stored by the Site Services, that the

Site Services will meet your needs, or that Capzool will continue to support any

particular feature of the Site Services. To the extent any disclaimer or limitation of

liability does not apply, all applicable express, implied, and statutory warranties

will be limited in duration to a period of thirty (30) days after the date on which

you first used the Site Services, and no warranties shall apply after such period.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Capzool, its subsidiaries, affiliates,

licensors, employees, agents, third party information providers, Submitters and

independent contractors against any claims, damages, costs, liabilities and expenses

(including, but not limited to, reasonable attorneys' fees) arising out of or related to your

conduct, your use or inability to use Site, the Site Services, your breach or alleged

breach of the Website Terms of Use or of any representation or warranty contained

herein, your unauthorized use of the Capzool Content, or your violation of any rights of

another.

EXPORT CONTROL

Your use of Service, including our software, is subject to export and re-export control

laws and regulations, including the Export Administration Regulations (“EAR”)

maintained by the United States Department of Commerce and sanctions programs

maintained by the Treasury Department's Office of Foreign Assets Control. You shall not

— directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of

any Service or Software to any end-user without obtaining the required authorizations

from the appropriate government authorities. You also warrant that you are not

prohibited from receiving US origin products, including services or software.

RELATIONSHIP; INDEPENDENT

CONTRACTOR

Nothing herein contained shall be so construed as to constitute the parties as principal

and agent, employer and employee, partners or joint venturers, nor shall any similar

relationship be deemed to exist between the parties. Neither party shall have any power

to obligate or bind the other party, except as specifically provided herein.

FEDERAL GOVERNMENT END USE

PROVISIONS

If you are a U.S. federal government end user, this Service is a “Commercial Item” as

that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software”

and “Commercial Computer Software Documentation”, as those terms are used in 48

C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R.

§227.7202-1 through 227.7202-4, as applicable, this Service is licensed to you with only

those rights as provided under the terms and conditions of these Terms.

LIMITATION OF LIABILITY

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THIS WEB SITE AND

THE MATERIALS INCLUDING WITHOUT LIMITATION ANY OF THE INFORMATION

CONTAINED THEREIN.

IN NO EVENT SHALL CAPZOOL OR ANY OF ITS DIRECTORS, OFFICERS,

EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY

INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES

WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION,

LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN

CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER

PROCEEDING ARISING UNDER OR OUT OF THESE TERMS OF USE, INCLUDING

WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR

EXPLOITATION OF THIS WEB SITE, THE MATERIALS OR ANY PART THEREOF, OR

ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON

CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF

INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF

LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE

LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

GOVERNING LAW AND JURISDICTION

These Terms of Use are governed by and shall be construed in accordance with the

laws of the State of New York. You hereby consent to the personal jurisdiction of the

state and federal courts located within such state. All actions, controversies and

disputes arising from or relating to these Terms of Use shall be heard and decided

exclusively before the courts located within the State, County and City of New York and

not elsewhere. You agree that service of process in any actions, controversies and

disputes arising from or relating to these Terms of Use may be effected by mailing a

copy thereof by registered or certified mail (or any substantially similar form of mail),

postage prepaid, to the other party however, nothing herein shall affect the right to effect

service of process in any other manner permitted by law. These Terms of Use shall be

construed neither against nor in favor of any party, but rather in accordance with the fair

meaning of the language hereof. The invalidity or unenforceability of any part of these

Terms of Use shall not affect the validity or enforceability of the balance hereof.

CONTACT

If you have concerns relating to this web site or these Terms of Use, please contact

Capzool at support@capzool.com or via phone at 1-800-320-1480.